TERMS OF SERVICE & TERMS OF USE

Brandit LLC Terms of Services & Terms of Use Agreement

Introduction

First off, we want to thank you for considering using Brandit’s Pro Services for your project! Unlike many other contracts that we’ve encountered as clients ourselves, the purpose of this agreement is not to confuse you with complicated legal terms, or unevenly distribute the rewards of working together to a single party. Instead, we purposefully wrote this as a simple, balanced governing agreement that protects the interest of both parties for this project and for all future projects. We fundamentally believe that your success is our success; and without this belief, we would not have a viable business.

Project Structure Overview

Our goal when creating Brandit Pro Projects was createa efficient, agile set of services that we believe delivers the most value for your business, organization or brand at an affordable price.

To keep things as efficient as possible, this set of services is designed to have several key milestones and deliverables which you, the Client, are responsible for approving in a reasonable and timely manner. If for any reason you decide that you do not want to continue working with us, this milestone structure gives both of us the ability to stop working with each other without investing any excess time or money in a project.

Fixed Price Project Milestones & Deliverables

Brandit uses 4 milestones deliverables for fixed price projects. Each milestone serves an important purpose, but one of the most important Milestones for determining the trajectory of the project is the first Milestone 1 because it determines the Scope of Work for your project. This Scope of Work, and the deliverables for each milestoine, are dependent on the package you select.

Milestone 1: Discovery & Scope of Work
We begin work after 25% of Total Project Deposit is Paid and this Contract & Terms of Service has been executed.

1) Discovery, Ideation, & Industry Research:

The first milestone is focused on laying a foundation planning for your website. We’ll start with setting up face-to-face meeting either with Skype or in person, and we’ll ask you a series of questions that are designed to nail down the core of your business and identify the most valuable actions a user could take when visiting your new website.

Once we feel like we have a clear understanding of your business, brand or organization, we’ll get to work researching the leading entities in your particular industry, and begin compiling a list of 3-5 of the best website examples taking note of design, user flow, and content strategy. At this point, we’ll start drawing up general concepts for the design and execution of your website.

2) User Flow, Website Mockups, & Content Strategy:

We take the website examples from our research, and the information that we’ve discovered from our meetings and questionnaire to start formulating a content strategy and sales funnel that geared towards primary goals and user actions of your website. From there, we create detailed wireframes of all the pages included in your website.

3) Wireframe & Content Strategy Deliverable:

At the end of this process, you’ll get a document that lays out the primary goals of your website, a content strategy, and detailed wireframes that provides a structural overview of all the pages for your website. We’ll set up a final meeting to walk you through it, and explain our reasoning behind all of our choices for the structural design, user flow, and content strategy.

3) Logo Design Refresh Drafts

Once we land on a broad content strategy for your website in the wire-framing phase, our team will begin designing 3 logo treatments for you to choose from the final draft of your website. These treatments will include different logo designs and color schemes.

4) Logo & Color Scheme Revisions & Approval

We’ll go through two revision rounds for your logo and color schemes, and we’ll request final approval before moving on to the next phase.

4) Scope of Work Approval:

After our meeting, we’ll make any changes that are needed to the wireframe & content strategy deliverable. As soon as its approved, we are ready to move on the next milestone to begin the design and development!

Milestone 2: Primary Website Design and Development Sprint
We’ll begin work after 50% of total Project Deposit has Been Paid, the Scope of Work Agreement has been Executed by either payment or written approval, and we have a complete content submission from the client.

1) Page Builder Layout Creation:

For the first step to building out your website, we’ll take the detailed wireframes that we created during the Discovery phase, and create them using Brandit’s advanced page builder. Once we’ve got the basic design structure in place with dummy text and images, we’ll go into the page builder’s back-end and label each section so that you can easily edit everything later on.

2) Custom Design Asset Creation:

Once the structural design layout has been implemented in the page builder, we will get to work taking your existing images, videos and other media to create completely custom design assets that will be used in the page builder to execute the final design of your website. In most cases, this means customizing your existing or new media, images and videos to create parallax backgrounds, interactive content grids, and other beautiful design elements.

3) Copywriting Draft

Once we land on a broad content strategy for your website in the wire-framing phase, our team will get to work writing high-converting copy for your website while taking into consideration the brand positioning and industry research we discovered in Milestone 1. We’ll submit the first draft for your approval in a google doc. Once approved, we’ll begin adding this content to the website.

Milestone 3: Final Deliverable, Revisions & A/B Testing
We’ll begin work after 75% of total Project Deposit has Been Paid & the Final Content Additions & Revisions have been added to the Google Document.

1) Final Deliverable & Revisions:

We submit your responsive website built with WordPress with a fully labeled page builder on the backend that is easy to edit and understand. We then go through 2 rounds of revisions with up to 10 points each or up to 5 hours of work for the content and design of your website.

2) A/B Testing

Based on your feedback, we’ll target a specific primary page on your website, duplicate and change a specific element like a tagline or button placement, for example, and track an onsite conversion. In OfferCraft’s case, we may focus on tracking conversions for a contact form for a product demo.

3) Opt-in & Contact Form Setup

We’ll set up your contact forms and interactive opt-in forms for your email campaigns if needed.

Milestone 4: Website Launch & Client Training
100% of Project Deposit Due once the domain is pointed to the new website.

1) Website Launch

Once we are finished with the final revisions, we’ll either point your domain over to our fully hosted platform and set up your site’s Content Delivery Network with Cloudflare, HTML, JS & CSS minification (which improves speed, security and SEO). Optionally we can migrate your new website off of our platform onto your server and point your domain to the new website. We accept migrations for most WordPress hosting platforms.

2) Client Training

We’ll set up a final 1-hour meeting so you can learn how to set up more A/B tests, track conversions, and edit your website on the Brandit platform.

Milestone 1: Discovery & Scope of Work
We begin work after 25% of Total Project Deposit is Paid and this Contract & Terms of Service has been executed.

1) Discovery, Ideation, & Industry Research:

The first milestone is focused on laying a foundation planning for your website. We’ll start with setting up face-to-face meeting either with Skype or in person, and we’ll ask you a series of questions that are designed to nail down the core of your business and identify the most valuable actions a user could take when visiting your new website.

Once we feel like we have a clear understanding of your business, brand or organization, we’ll get to work researching the leading entities in your particular industry, and begin compiling a list of 3-5 of the best website examples taking note of design, user flow, and content strategy. At this point, we’ll start drawing up general concepts for the design and execution of your website.

2) User Flow, Website Mockups, & Content Strategy:

We take the website examples from our research, and the information that we’ve discovered from our meetings and questionnaire to start formulating a content strategy and sales funnel that geared towards primary goals and user actions of your website. From there, we create detailed wireframes of all the pages included in your website.

3) Wireframe & Content Strategy Deliverable:

At the end of this process, you’ll get a document that lays out the primary goals of your website, a content strategy, and detailed wireframes that provides a structural overview of all the pages for your website. We’ll set up a final meeting to walk you through it, and explain our reasoning behind all of our choices for the structural design, user flow, and content strategy.

4) Scope of Work Approval:

After our meeting, we’ll make any changes that are needed to the wireframe & content strategy deliverable. As soon as its approved, we are ready to move on the next milestone to begin the design and development!

Milestone 2: Primary Website Design and Development Sprint
We’ll begin work after 50% of total Project Deposit has Been Paid, the Scope of Work Agreement has been Executed by either payment or written approval, and we have a complete content submission from the client.

1) Page Builder Layout Creation:

For the first step to building out your website, we’ll take the detailed wireframes that we created during the Discovery phase, and create them using Brandit’s advanced page builder. Once we’ve got the basic design structure in place with dummy text and images, we’ll go into the page builder’s back-end and label each section so that you can easily edit everything later on.

2) Custom Design Asset Creation:

Once the structural design layout has been implemented in the page builder, we will get to work taking your existing images, videos and other media to create completely custom design assets that will be used in the page builder to execute the final design of your website. In most cases, this means customizing your existing or new media, images and videos to create parallax backgrounds, interactive content grids, and other beautiful design elements.

Milestone 3: Final Deliverable, Revisions & A/B Testing
We’ll begin work after 75% of total Project Deposit has Been Paid & the Final Content Additions & Revisions have been added to the Google Document.

1) Final Deliverable & Revisions:

We submit your responsive website built with WordPress with a fully labeled page builder on the backend that is easy to edit and understand. We then go through 2 rounds of revisions with up to 10 points each or up to 5 hours of work.

2) A/B Testing

Based on your feedback, we’ll target a specific primary page on your website, duplicate and change a specific element like a tagline or button placement, for example, and track an onsite conversion. In OfferCraft’s case, we may focus on tracking conversions for a contact form for a product demo.

3) Opt-in & Contact Form Setup

We’ll set up your contact forms and interactive opt-in forms for your email campaigns if needed.

Milestone 4: Website Launch & Client Training
100% of Project Deposit Due once the domain is pointed to the new website.

1) Website Launch

Once we are finished with the final revisions, we’ll either point your domain over to our fully hosted platform and set up your site’s Content Delivery Network with Cloudflare, HTML, JS & CSS minification (which improves speed, security and SEO). Optionally we can migrate your new website off of our platform onto your server and point your domain to the new website. We accept migrations for most WordPress hosting platforms.

2) Client Training

We’ll set up a final 1 hour meeting so you can learn how to set up more A/B tests, track conversions, and edit your website on the Brandit platform.

Contract Terminology

This Terms of Use Agreement (hereinafter “Agreement”) is by and between you, the client (“Client”), and Brandit, LLC, a limited liability company organized under the laws of the State of Kansas (“Brandit”). Brandit is the owner and developer of the Brandit Platform (“Software”) and provides the Software subject to the terms of this Agreement and the Brandit LLC Terms of Use of Agreement below. Brandit is also the provider of web development, web design, graphic design, user interface, user experience design, web hosting, and other customization services (“Services”), which are also provided subject to the terms of this Agreement.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT AND YOU HAVE A DUTY TO READ THIS AGREEMENT BEFORE USING THE SOFTWARE OR SERVICES. WHEN YOU USE THE SOFTWARE OR USE THE SERVICES, YOU MANIFEST YOUR ASSENT TO THE TERMS AND CONDITIONS CONTAINED WITHIN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE YOUR USE OF THE SOFTWARE OR SERVICES. BRANDIT RESERVES THE RIGHT TO MODIFY, AMEND, REPLACE, SUSPEND, OR TERMINATE THIS AGREEMENT AT ANY TIME AND WITHIN IT SOLE DISCRETION AFTER PROVIDING WRITTEN NOTICE TO CLIENT. IN THE EVENT BRANDIT MODIFIES, AMENDS, OR REPLACES THIS AGREEMENT, THE EFFECTIVE DATE, LOCATED ABOVE, WILL CHANGE & YOU WILL BE NOTIFIED. YOUR USE OF THE SOFTWARE OR SERVICES AFTER A CHANGE IN THE EFFECTIVE DATE CONSTITUTES YOUR ACQUIESCENCE TO AND ACCEPTANCE OF ANY MODIFICATION, AMENDMENT, OR REPLACEMENT.

1) Agreement Overview

Client is hiring Brandit to perform Services detailed in the Project Milestones & Deliverables section above as well the Scope of Work agreements.

1.2) Fixed Price Pro Projects

A) Scope of Work Agreement: The Pro Project Scope of Work agreement must be executed by both Client and Brandit at the end of Milestone 1 in order for Brandit continue work on Milestones 2; and each milestone payment must be completed for Brandit to continue working on the following milestone. The Scope of Work agreement will include detailed wireframes of all pages that Brandit will design, the header and top navigation style, footer style, and all functionality included in the website. Client understands that the Scope of Work agreement is meant describe detail the Services Brandit has agreed to complete for the Fixed Price Pro Project.

B) Changes in Scope of Work after Milestone 1 Completion: Brandit understands that businesses and web projects are dynamic and constantly evolving due to new insights, changes in the market, and pivots made to achieve product market fit. Client may change the scope of work based on new insights about the business, personal preference, etc. In this case, Client must submit any additional pages, sections, or functionality to Brandit for approval, and Brandit will create and submit a new Scope of Work Agreement with additional Services to be executed before continuing work.

1.2) Content, Project Deadlines, & Approval

Client agrees to provide Brandit with everything that Brandit needs to complete the project including text, images and other information in the format that Brandit requests in timely manner. Client also agrees to review Brandit’s Services, Milestones, and Deliverables, provide feedback and sign-off approval in a timely manner. Deadlines are dependent on both Client and Brandit’s responsiveness. In addition to Brandit, Client will also be bound by any dates that we set in this Agreement and the Scope of Work Agreement. Client agrees to adhere to the payment schedule set out in the Scope of Work Agreement.

Brandit has the experience and ability to perform the services outlined in the Scope of Work Agreement and this Agreement. Brandit promises to carry out these services in a professional and timely manner. Throughout the life of this project, Brandit will work to meet all the deadlines set by the Client. However, Brandit can not be held responsible for a missed deadline if Client is late in supplying materials, has not approved Brandit’s work on-time at any stage, requests to change the scope of work in the middle of a project, or does not complete milestone payments in a timely manner.

1.3) Hourly Rate Projects

In instances that Client chooses to either commission Brandit for additional work at a $65 hourly rate after completing a fixed price project, or Client chooses to commission Brandit for a custom set of services at a $65 hourly rate, Brandit will submit bi-weekly expense reports to Client that are calculated based on the number of hours spent on the work completed for that time period. Client agrees that these invoices will automatically be charged on Client’s credit card or withdrawn from Client’s banking account on a bi-weekly basis.

Alternatively, Client can purchase hours upfront from Brandit, LLC which are then tracked retroactively and submitted in a bi-weekly report.

1.4) Payment Deadlines and Late Payments

Upon the completion of a milestone or at the end of a bi-weekly billing cycle, Brandit will submit an online invoice to client for work completed. Client agrees to pay these invoices within 15 days after the invoice is received. If Client fails to complete a payment after this 15 day period, Brandit has the right to stop work on the project until payment is received.

2) What is a Revision Round?

After wireframes, content strategy, and the Scope of Work agreement has been executed in a fixed pro project, this agreement includes one main development and design sprint plus the opportunity for you to request up to two rounds of revisions. Each revision round will have up to 10 revision points or up to 12 hours of additional work that Brandit will track using a standard time tracker. In the case that Client would like to make additional changes to the End-Product after both revisions rounds have been completed, Client agrees to pay Brandit in full for all work completed. At the end of both revision rounds, Client may choose to commission Brandit to make further design revisions at my standard hourly rate of $65 an hour.

3) Content and Photography

In fixed price Pro Projects, Brandit provides content strategy by creating an overarching structure, layout and flow of how existing content is presented to the user in order to accomplish a specific goal or set of goals. Brandit does not, however, provide copywriting or content creation services. Client will be responsible for providing all content and copywriting for fixed price projects. If Client would like to commission Brandit to provide complete copywriting and content creation services, Brandit will include this in the scope of work agreement and Client will be charged at an hourly rate of $65 an hour in addition to all sctock photography costs.

Client guarantees to us that any elements of text, graphics, photos, designs, trademarks, or other artwork provided for inclusion in the website are either owned by Client, or that Client has permission to use them.

When Brandit receives the final payment, copyright is automatically assigned as follows:

Client owns the graphics, photos and other visual elements that Brandit creates for for this project that are used in the platform and page builder. Brandit will deliver to Client a copy of all design files at the end of the project such as images, graphics etc.

Client also owns the text content, photographs and other data provided.

Client understands that the vast majority of the software used to build their WordPress website is licensed under the GPL license, which means that Client owns their entire website including all code, htlm, css, images, & content. However, Client understands and agrees that Brandit also owns the complete rights to reuse any and all design elements, layouts, animations elements, grid items or any other broader design layouts, user flow, or functionality on future projects, or for the distribution and sales of the Brandit Platform.

Brandit’s platform also uses outside plugins that may be proprietary. In this case, the ownership of that code will be based on the license it is provided with and, in some cases, Brandit will provide you with your own license key of software of the plugin or external code.

5) Use in Portfolio

Brandit would love to be able to promote and show off Client’s website, or a separate original version of your website which cannot be discovered by search engines to other people, potential clients etc. Unless otherwise stated in this agreement, Client grants Brandit the right to display and link to the completed project as part of The Brandit portfolio, to write about the project on websites, in magazine articles and in books, or to show an original version of Client’s website on a subdomain that is not not followed by search engines.

Brandit, LLC Terms of Use Agreement

6) Eligibility

By purchasing Software or Services, you warrant and agree that you are either above the age of majority in your nation, state, province, territory, or city or the age of eighteen (18), whichever is greater. You warrant that you are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement. If you are using the Software or Services on behalf of a business entity or third party, you warrant that you have actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.

7) Registration

To purchase Software or Services, Brandit may require you to create a user account, which may provide you with access to additional areas of the Website that are not accessible to non-members (“User Account”). You understand and agree that you are solely responsible for access to your User Account and you are expressly prohibited from providing third parties with access to your User Account. In registering a User Account, you agree that you will provide Brandit with information that is accurate, current, and complete. You have an ongoing duty to update the information associated with your User Account if and when it changes. You have a duty to immediately notify Brandit if your User Account is accessed without your authorization.

Brandit reserves the right to suspend or terminate your User Account without notice, at any time, and in its sole and absolute discretion.

8) Use of Software

The Software is free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation, either version 3 of that License or (at your option) any later version.

This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details.

When you purchase Services from Brandit, Brandit’s provision of Services is subject to the terms of this Agreement. Each individual Service, whether web development, web hosting, or domain name registration services, may be subject to their own terms as outlined below or in the Scope of Work Agreement. All Services are subject to Brandit’s acceptable use policy.

a. Web Hosting Services

Brandit agrees to maintain your website on Brandit’s web server on a month to month basis and to make maintenance, modifications, and updates to your website hosting from time at Brandit’s own discretion. Brandit agrees to allocate web storage in the amounts listed on the Brandit product page to you for the purposes of web hosting. You understand and agree that you are solely responsible for monitoring your web storage. In the event you exceed your web storage quota, Brandit reserves the right to charge you a per gigabyte fee for exceeding your quota.

You agree that you will not create a disproportionate load on Brandit’s web servers in comparison to similarly situated customers or otherwise cause a reduction in Brandit’s ability to provide Services to third parties. Brandit reserves the right to terminate your web hosting services for repeatedly excessive traffic in its sole and absolute discretion.

b. Domain Name Registration Services

You understand and agree that by submitting a request to register a domain name to Brandit, your proposed domain name will not violate any law, statute, regulation, or ordinance, including, but not limited to, intellectual property rights, rights of privacy or publicity, or any other personal or proprietary right. You agree to indemnify, defend, and hold harmless Brandit from and against any and all claims, costs, damages, or losses that arise out of or are related to your registration or use of a domain name registered on your behalf by Brandit.

You further understand and agree that, in addition to the terms of this Agreement, all domain name registrations may be subject to the third party terms and conditions of any registrar that Brandit may use to fulfill your request to register a domain name, including, but not limited to, the Uniform Domain Name Dispute Resolution Policy and ICANN policies related to your rights and responsibilities in registering a domain name. You warrant and agree that you will comply with all third party terms and conditions in submitting a request to register a domain name to Brandit.

10) Acceptable Use Policy

In using the Software or Services, you agree to Brandit’s acceptable use policy. You are expressly prohibited from using the Software or Services (i) outside of the terms or conditions of this Agreement, (ii) to violate any applicable law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, or (iii) to violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. Additionally, you are prohibited from:

Impersonating any person or business or your employment at any business;

Scraping, crawling, framing, posting unauthorized links to, aggregating, hacking, performing denial of service attacks on, reverse engineering, or circumventing technological protection measures of the Service or third party websites;

Transmitting unsolicited commercial emails to third parties;

Obtaining or mining the personal data of third parties;

Using the Service to transmit racist content or hate speech;

Imposing a disproportionate load on Brandit’s servers or its server infrastructure or otherwise attempting to interfere with the operation of the Service;

Using a robot, spider, bot, script, or other automated technology to access or use the Service;

Submitting or utilizing any virus, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of the Service;

Providing any material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act through the Service;

Violating any governmental export control regimes, including, but not limited to, the U.S. Export Administration Regulations through the Service;

Posting or transmitting content that infringes upon the intellectual property rights, personal rights, or proprietary rights of users of the Service or third parties; and

Posting or transmitting content that threatens or encourages bodily harm or the destruction of property through the Service.

11) Payment

Payment for Use of the Software Services are due immediately upon receipt, and Brandit reserves the right to suspend or terminate your access to Services for failure to timely pay. All fees listed for services are quoted without taxes. You warrant and agree that you are responsible for and will pay all taxes associated with your purchase of Services from Brandit. All Services are quoted in US Dollars.

In the event you purchase a recurring Service, your payment method will be charged automatically for the Service upon the renewal of its term. You understand and agree that your failure to cancel a recurring Service prior to its renewal constitutes your manifestation of assent to Brandit’s automatic charge of your payment method upon renewal.

You understand and agree that Brandit will not be held responsible for your failure to timely renew any domain names or other Services. In the event you fail to timely renew or pay for any domain names that you requested Brandit to register on your behalf, Brandit may choose to reregister the domain name on its own behalf. Upon Brandit’s reregistration of a domain name, title to the domain name will vest in Brandit and Brandit may sell or use any domain names for which you have failed to timely pay.

12. Term and Termination

The term of this Agreement will begin upon the date that you first access the Service or Software and will continue until Brandit either terminates your access to the Service or Software or you cease using the Service or Software and terminate your User Account. Brandit reserves the right to terminate your access to the Service or Software at any time, without notice, and in its sole and absolute discretion.

In the case of Brandit design and customization packages, both parties have the right to terminate this agreement at anytime. In the event of termination, Brandit, LLC will deliver all work completed that you have paid for up to the point of termination.

13. Section 230 Compliance

You understand that Brandit’s web hosting service constitutes an interactive computer service as that term is defined under Section 230 of the Communications Decency Act. Brandit will not be held liable for any content submitted to its web hosting service by you or third parties, regardless of whether it chooses to remove or edit that content.

14. Copyright Infringement Policy

If you believe that a user of Brandit’s Services has infringed upon your copyright rights, you may provide Brandit with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act.

Upon receipt of a notice that complies with this section, Brandit will make a good faith effort to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification, if appropriate.

This notice of copyright infringement must contain the following:

The physical or electronic signature of a person authorized to act on behalf of the copyright owner;

Identification of the copyrighted work(s) alleged to have been infringed;

The location of the copyrighted work(s) on the Service;

Your contact information, such as an address, telephone, fax number, or email address;

A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and

A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

If you are a Website user that believes that content subject to a notice of copyright infringement is not infringing, you may submit a counter-notification. This counter-notification must contain the following:

Identification of the specific materials that have been removed from the Website;

Your contact information, such as an address, telephone, fax number, or email address;

A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;

A statement that you consent to the jurisdiction of the federal district court in which your address is located;

A statement that you will accept service of process from the notifying party; and

Your physical or electronic signature.

Notifications of copyright infringement and counter-notifications may be submitted to Brandit at copyright@brandit.me.

15. Trademarks

Brandit is the owner of the BRANDIT mark, which is a registered or common law trademark, design mark, and trade name. Brandit is also the owner of all rights in and to the visual appearance, shape, color scheme, selection and arrangement, layout, and look and feel of the Service, which constitutes the trade dress of Brandit. You are prohibited from using Brandit’s trademarks, service marks, design marks, logos, trade dress, or trade names, or any colorable imitation thereof, whether on a website, on a product or service, in a domain name, in pay-per-click advertising, or otherwise, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services.

All other trademarks, service marks, design marks, logos, trade dress, or trade names displayed through the Service are the property of their respective owners.

16. Limitation of Liability

YOU AGREE THAT THE SOFTWARE AND SERVICES ARE PROVIDED ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, NON-INFRINGEMENT, AND TITLE. YOU AGREE THAT BRANDIT WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF THE SOFTWARE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SOFTWARE OR SERVICES IS AT YOUR SOLE RISK AND THAT BRANDIT’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE SOFTWARE OR SERVICES OR $1,000, WHICHEVER IS LESS.

12. Indemnification

Brandit, and Client agree to hold each other harmless, defend, and indemnify the other party from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorneys’ fees, arising out of or related to: (1) the use of the Software; (2) the use of any Service; (3) the creation or use of a User Account; (4) the violation of any term or condition of this Agreement; (5) the violation of the rights of third parties, including rights of privacy or publicity or intellectual property rights; and (6) the violation of any law, statute, regulation, ordinance, or treaty, whether local, state, provincial, national, or international. The obligation to defend and indemnify the other party will not provide you with the ability or right to control the other’sdefense. Each partyreserves the right to control its defense, including, but not limited to, the choice to litigate or settle and the choice of counsel.

17. Resolution of Disputes

Client AND BRANDIT AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR CONCERNING THE VALIDITY, INTERPRETATION, BREACH, VIOLATION, OR TERMINATION OF THIS AGREEMENT. THIS ARBITRATION WILL BE HELD IN TOPEKA, KANSAS IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR WILL DECIDE THE CLAIM ON THE BASIS OF THE LEGAL PRINCIPLES AND LAWS OF THE STATE OF KANSAS AND WILL HAVE THE DISCRETION TO AWARD ALL COSTS AND ATTORNEYS’ FEES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND BRANDIT AGREE THAT THE DETERMINATION OR AWARD OF THIS ARBITRATION MAY BE ENTERED AS A JUDGMENT IN ANY COURT SITTING WITHIN THE STATE OF KANSAS THAT HAS JURISDICTION OVER THE SUBJECT MATTER OF THE DISPUTE. YOU AND BRANDIT UNDERSTAND AND AGREE THAT THEY WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF KANSAS IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND BRANDIT HEREBY SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION.

18. Force Majeure

Brandit will not be responsible for any delay or failure in performance of the Software or Service arising out of any cause beyond Brandit’s control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.

19. Severability

If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of the Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

20. Interpretation

This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.

21. Assignment

You are expressly prohibited from assigning your rights and duties under this Agreement. Brandit reserves the right to assign its rights and duties under the Agreement, including in a sale of Brandit or the Services.

22. Waiver, Privacy Policy, and Integration

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is in writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties. Brandit incorporates by reference in its Privacy Policy as if fully stated herein.

The terms of this Terms of Service Agreement are enforced by the Internet lawyers of Revision Legal.